股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | | | 致：香港交易及結算所有限公司 公司名稱: 昌利(控股)有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08098 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 5,000,000,000 | HKD | | 0.01 | HKD | | 50,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 5,000,000,000 | HKD | | 0.01 | HKD | | 50,000,000 | 本月底法定/註冊股本總額： HKD 50,000,000 ...

Financial Performance - As of March 31, 2025, the total revenue and investment income of the group was approximately HKD 39.1 million, representing an increase of about 4.6% compared to the previous fiscal year[10] - The group recorded a loss attributable to owners of approximately HKD 2.7 million for the fiscal year 2024-2025, a reduction of about 78.3%[10] - Total revenue and investment income for the year amounted to approximately HKD 39,100,000, an increase of about 4.6% or HKD 1,700,000 compared to HKD 37,400,000 in the previous year[14] - Commission and brokerage fees from securities trading increased by approximately 8.1% to about HKD 4,847,295, up from HKD 4,485,249 in the previous year[14] - Interest income from margin clients rose by approximately 32.1% to about HKD 18,218,874, compared to HKD 13,791,831 in the previous year[15] - Interest income from loan clients decreased by approximately 32.9% to about HKD 10,808,059, down from HKD 16,117,891 in the previous year[16] - The company reported a net trading loss of HKD 208,672 for financial assets measured at fair value through profit or loss, a decrease of 77.8% from the previous year's loss of HKD 940,489[14] - Other income, gains, and losses for the year amounted to approximately HKD 600,000, a decrease from HKD 900,000 in the previous year, primarily due to reduced miscellaneous income from securities and futures brokerage[21] Investment Portfolio - The value of the group's investment portfolio as of March 31, 2025, was approximately HKD 8.7 million, down from approximately HKD 16.1 million in the previous fiscal year[10] - The value of the investment portfolio, including listed and unlisted securities, was approximately HKD 800,000, down from HKD 7,500,000 in the previous year[20] - The total loan portfolio decreased from HKD 78,811,682 to HKD 53,315,414, with a significant reduction in loans due within 12 months[17] Market Conditions - The Hong Kong stock market showed a strong recovery, with the Hang Seng Index rising approximately 40.3% from 16,541 points to 23,207 points over the year[9] - The total fundraising amount in the Hong Kong IPO market reached HKD 87.5 billion in 2024, a significant year-on-year increase of 89%[13] Business Strategy - The group aims to expand its core business and explore new business opportunities to provide better returns to shareholders[10] - The group continues to maintain a balanced investment portfolio through stable income investments, including investment properties and listed equity securities[10] - The group is committed to fulfilling its social responsibilities while expanding its customer base and enhancing its trading platform[10] - The management team expresses confidence in achieving business goals due to the diligent efforts of its senior management and professional team[11] Financial Health - Cash and bank balances increased by approximately 211.6% to HKD 11,300,000 as of March 31, 2025, compared to HKD 3,600,000 as of March 31, 2024[25] - The current ratio improved to approximately 3.7 times as of March 31, 2025, up from approximately 3.0 times in the previous year[25] - The debt-to-equity ratio was approximately 6.1% as of March 31, 2025, a decrease from 15.6% in the previous year[25] Corporate Governance - The company has complied with all corporate governance code provisions as per GEM Listing Rules, except for certain deviations noted in the report[44] - The board of directors currently includes three independent non-executive directors following recent appointments, meeting GEM Listing Rules requirements[46] - The audit committee must consist of at least three members, which the company has achieved after recent appointments[46] - The company has a code of conduct for directors' securities trading, with no reported violations during the fiscal year[48] - The board is responsible for formulating strategies, overseeing performance, and managing risks, supported by three committees: audit, remuneration, and nomination[47] Employee Management - Total employee costs for the year ending March 31, 2025, were approximately HKD 6,800,000, compared to HKD 6,500,000 for the year ending March 31, 2024[30] - The overall employee turnover rate for the year is 6.7%, compared to 7% in 2023, indicating a healthy and normal turnover rate across age groups, genders, and operational locations[110] - The company has established a four-year anti-corruption training program aimed at achieving 100% coverage for all employees[117] Environmental, Social, and Governance (ESG) - The group recorded Scope 2 and Scope 3 greenhouse gas emissions of 30,612 kg CO2 equivalent and 2,066 kg CO2 equivalent respectively, compared to 35,823 kg and 463.3 kg in the previous year[91] - Total energy consumption for the year was 43,732 kWh, down from 51,176 kWh in the previous year[96] - The group has implemented several waste reduction measures, resulting in negligible amounts of non-hazardous waste generated[92] - The board is responsible for formulating ESG strategies and ensuring effective risk management and internal controls[82] Shareholder Information - As of March 31, 2025, the distributable reserves of the group amount to approximately HKD 157,000,000, which includes a share premium of about HKD 130,900,000[143] - The board of directors does not recommend any dividend payment for the current year, consistent with the previous year[138] - Major shareholder Zillion Profit Limited holds 1,500,000,000 shares, accounting for 68.18% of the total shares[172] Risk Management - The company believes that potential foreign exchange risk is limited as its operations are primarily conducted in HKD[34] - The company faces foreign currency risk due to certain assets being denominated in foreign currencies, with no current hedging policy in place[39] - The board has instructed the ESG working group to assess climate-related risks and opportunities, with the potential financial impact of these risks deemed minimal[102][103]

Financial Performance - The total revenue and investment income for the year ended March 31, 2025, was approximately HKD 39,100,000, an increase of about 4.6% compared to HKD 37,400,000 for the year ended March 31, 2024[3]. - The pre-tax loss for the year ended March 31, 2025, was approximately HKD 500,000, significantly improved from a loss of HKD 11,100,000 in the previous year[3]. - The loss attributable to owners of the company for the year ended March 31, 2025, was approximately HKD 2,700,000, down from HKD 12,300,000 for the year ended March 31, 2024[3]. - Basic and diluted loss per share for the year ended March 31, 2025, was approximately HKD 0.12, compared to HKD 0.56 for the previous year[3]. - The total comprehensive loss attributable to owners for the year ended March 31, 2025, was approximately HKD 2,672,795, compared to HKD 13,686,429 in the previous year[5]. - The group reported a net loss before tax of HKD 525,563 for the year 2025, compared to a net loss of HKD 11,053,072 in 2024, indicating an improvement in financial performance[29]. - The company reported a loss attributable to shareholders of HKD 2,658,944 in 2025, compared to a loss of HKD 12,257,049 in 2024, indicating a significant improvement[44]. Assets and Liabilities - Total assets less current liabilities as of March 31, 2025, amounted to HKD 181,188,666, a slight decrease from HKD 182,712,587 in the previous year[7]. - Total assets for the year ending March 31, 2025, amounted to HKD 232,934,296, a decrease from HKD 249,342,480 in 2024, representing a decline of approximately 6.6%[33]. - Total liabilities for the year ending March 31, 2025, were HKD 53,928,254, compared to HKD 67,663,643 in 2024, indicating a reduction of about 20.3%[33]. - The total borrowings as of March 31, 2025, were HKD 10,968,832, a decrease from HKD 28,293,898 in 2024, with secured bank loans at HKD 6,468,832 and shareholder loans at HKD 4,500,000[60]. Revenue Sources - Commission income from securities trading on the Hong Kong Stock Exchange increased to HKD 4,847,295 in 2025 from HKD 4,485,249 in 2024, reflecting a growth of about 8.06%[24]. - Interest income from margin clients rose significantly to HKD 18,218,874 in 2025, up from HKD 13,791,831 in 2024, marking an increase of approximately 32.5%[24]. - The total segment revenue for the investment holding segment was HKD 52,500 in 2025, compared to HKD 94,620 in 2024, indicating a decline of approximately 44.5%[29]. - Interest income from loan clients decreased by approximately 32.9% from HKD 16,117,891 in 2024 to HKD 10,808,059 in 2025[69]. Credit Quality and Impairment - The expected credit loss on trade receivables for 2025 was HKD (10,870,446), a substantial increase from HKD (3,852,949) in 2024, highlighting a deterioration in credit quality[26]. - The expected credit loss provision for margin clients increased to HKD 21,109,758 in 2025 from HKD 15,984,639 in 2024, showing a rise of about 32.5%[49]. - The total impairment loss provision for receivables increased by HKD 19,186,630, with contributions from Stage 1, Stage 2, and Stage 3 receivables amounting to HKD 91,794, HKD 12,491,209, and HKD 6,603,627 respectively[54]. - The total impairment losses recognized for trade receivables and loans under the expected credit loss model were approximately HKD 10,900,000 and HKD 19,200,000 for the year ending March 31, 2025, compared to HKD 3,900,000 and HKD 30,100,000 for the year ending March 31, 2024[77]. Cash Flow and Liquidity - The company’s cash and cash equivalents in general accounts amounted to HKD 11,277,168 as of March 31, 2025, compared to HKD 3,618,638 in the previous year[6]. - Cash and bank balances increased by approximately 211.6% to HKD 11,300,000 as of March 31, 2025, compared to HKD 3,600,000 as of March 31, 2024[80]. - The current ratio improved to approximately 3.7 times as of March 31, 2025, compared to approximately 3.0 times as of March 31, 2024[80]. - The company maintains sufficient liquidity to meet both long-term and short-term financial obligations, supported by a monitoring system and backup bank credit lines[91]. Dividends and Shareholder Information - The company reported no proposed dividend for the year ended March 31, 2025, consistent with the previous year[3]. - No dividends are proposed for the fiscal year ending March 31, 2025, and the annual general meeting is scheduled for August 11, 2025[100]. Corporate Governance and Compliance - The audit committee, consisting of three independent non-executive directors, has reviewed the financial results for the year ending March 31, 2025, ensuring compliance with applicable accounting standards[101]. - The preliminary performance figures for the year ending March 31, 2025, have been verified by the auditor, Tianjian International CPA Limited[102]. - The company has not issued any certification regarding the preliminary announcement as it does not constitute an audit engagement under Hong Kong auditing standards[102]. Future Outlook and Strategy - The company aims to expand its client base by attracting customers affected by local brokerage closures and enhancing its trading platform[93]. - The company is committed to becoming a leading financial services group in Hong Kong and will continue to explore new revenue opportunities to enhance profitability[93]. - The group did not have any significant investments or acquisitions planned as of March 31, 2025, but will actively seek investment opportunities to enhance profitability[85].

Group 1 - The Hang Seng Index rose by 0.7% to close at 22,662.71 points on May 6 [1] - Changli Holdings (08098.HK) closed at HKD 0.047 per share, up 11.9%, with a trading volume of 20,000 shares and a turnover of HKD 940 [1] - Over the past month, Changli Holdings has seen a cumulative decline of 10.64%, underperforming the Hang Seng Index's increase of 12.19% [2] Group 2 - As of September 30, 2024, Changli Holdings reported total revenue of HKD 20.637 million, a year-on-year increase of 16.5%, and a net profit attributable to shareholders of HKD 22.352 million, up 332.36% [2] - The company's debt-to-asset ratio stands at 17.91% [2] - Currently, there are no institutional investment ratings for Changli Holdings [3] Group 3 - The average price-to-earnings (P/E) ratio for the other financial industry is 20.62 times, while Changli Holdings has a P/E ratio of 3.98 times, ranking 8th in the industry [3] - Other financial companies have the following P/E ratios: High Yu Financial (08221.HK) at 0.55 times, Oriental Huicai Securities (08001.HK) at 1.93 times, China Merchants China Fund (00133.HK) at 2.17 times, Hong Kong Credit (01273.HK) at 3 times, and Guoyin Financial Leasing (01606.HK) at 3.04 times [3] Group 4 - Changli Holdings is a well-established financial services group in Hong Kong, fully owning Changli Securities Limited, which provides securities and futures trading services, as well as placement and underwriting services [3] - The company has a strong client base, including many high-end institutional clients, which is a key factor in its rapid growth [3] - The group plans to optimize its existing trading platforms, expand its client network, launch new services, and form partnerships with more financial institutions to become a comprehensive financial services enterprise [3]

Financial Performance - For the six months ended September 30, 2024, the company recorded an unaudited revenue of approximately HKD 22,500,000, representing an increase of about 16.4% compared to the same period last year[3]. - The unaudited profit attributable to the owners of the company for the same period was approximately HKD 24,800,000, primarily due to the reversal of impairment losses on trade receivables under the expected credit loss model[3]. - Basic and diluted earnings per share for the six months ended September 30, 2024, were approximately HKD 1.13, compared to a basic loss per share of HKD 0.48 for the same period last year[4]. - The company reported a net loss from expected credit loss model on trade receivables of HKD 4,563,578 for the six months ended September 30, 2024, compared to no losses in the same period of 2023[16]. - The profit attributable to owners for the six months ended September 30, 2024, is HKD 24,786,049, compared to a loss of HKD 10,666,937 for the same period in 2023[30]. - The total revenue for the six months ended September 30, 2024, was approximately HKD 22,500,000, an increase of about 16.4% compared to approximately HKD 19,400,000 for the same period in 2023[55]. Dividends and Share Capital - The company did not recommend the payment of an interim dividend for the six months ended September 30, 2024, consistent with the previous year[4]. - The group did not recommend an interim dividend for the six months ended September 30, 2024[28]. - The total issued and paid-up share capital remained at 2,200,000,000 shares with a par value of HKD 0.01 per share as of September 30, 2024[45]. Assets and Liabilities - As of September 30, 2024, total assets amounted to HKD 214,863,102, an increase from HKD 200,588,652 as of March 31, 2024[5]. - Current liabilities as of September 30, 2024, were HKD 43,956,621, a decrease from HKD 66,629,893 as of March 31, 2024[6]. - The net asset value of the company as of September 30, 2024, was HKD 206,411,618, compared to HKD 181,678,837 as of March 31, 2024[6]. - The group reported a total asset value of HKD 251,432,371 as of September 30, 2024, with total liabilities of HKD 45,020,753[22]. - The company's net current assets as of September 30, 2024, were approximately HKD 170,900,000, an increase from approximately HKD 134,000,000 as of March 31, 2024[66]. - The current ratio as of September 30, 2024, was approximately 4.9 times, up from approximately 3.0 times as of March 31, 2024[66]. - The company's debt-to-equity ratio as of September 30, 2024, was approximately 2.2%, significantly reduced from approximately 15.6% as of March 31, 2024[66]. Cash Flow and Financing - The net cash generated from operating activities for the six months ended September 30, 2024, was HKD 15,489,209, a decrease of 17.5% compared to HKD 18,738,101 in the same period of 2023[8]. - The company reported a financing cost of HKD 647,169 for the six months ended September 30, 2024, compared to HKD 712,912 for the same period last year[4]. - The company’s financing activities resulted in a net cash outflow of HKD 25,006,998 for the six months ended September 30, 2024, compared to HKD 15,739,093 in the same period of 2023[8]. - The company’s cash and cash equivalents decreased by HKD 2,349,420, ending at HKD 1,022,509 as of September 30, 2024, compared to HKD 16,726,756 at the end of the previous year[8]. Customer and Trade Receivables - Trade receivables as of September 30, 2024, were HKD 117,595,443, an increase from HKD 109,271,568 as of March 31, 2024[5]. - Major customers accounted for approximately 12% of total revenue for the six months ended September 30, 2024, compared to 11% for the same period in 2023[26]. - Trade receivables from cash clients increased to HKD 8,783,102 as of September 30, 2024, from HKD 5,618,079 as of March 31, 2024[34]. - The impairment loss for trade receivables as of September 30, 2024, was HKD 15,018,216, compared to HKD 15,984,639 as of March 31, 2024[37]. - The expected credit loss provision for the period was HKD 4,563,577, up from HKD 3,852,949 as of March 31, 2024[38]. Operational Performance - The company generated interest income from cash and margin clients amounting to HKD 9,561,771, an increase of 51.5% from HKD 6,329,984 in the previous year[13]. - The company’s total other income, gains, and losses for the six months ended September 30, 2024, was HKD 343,274, an increase from HKD 269,934 in the previous year[15]. - The company’s dividend income increased to HKD 159,052 for the six months ended September 30, 2024, up from HKD 137,223 in the same period of 2023[15]. - The total trading volume for securities transactions decreased by approximately 19.7%, from about HKD 37,220,900,000 for the six months ended September 30, 2023, to about HKD 29,907,600,000 for the same period in 2024[56]. Corporate Governance - The company has adopted a code of conduct for directors regarding securities trading, which complies with GEM listing rules[94]. - The company has complied with all corporate governance code provisions as per GEM Listing Rules Appendix 15 for the six months ending September 30, 2024, with the exception of not having a designated chairman[95]. - Following the resignation of independent non-executive directors Mr. Wang and Mr. Song on August 6, 2024, the company did not meet the requirement of having at least three independent non-executive directors on the board[96]. - On August 9, 2024, Ms. Liu was appointed as an independent non-executive director and chair of the nomination committee, restoring compliance with GEM Listing Rules regarding the composition of the nomination committee[97]. - Mr. Lin was appointed as an independent non-executive director and chair of the remuneration committee on November 5, 2024, ensuring compliance with GEM Listing Rules for the remuneration committee[98]. Future Plans - The company aims to expand its brokerage and underwriting business by broadening its customer base and enhancing its trading platform[74]. - The company plans to explore potential investment opportunities to enhance profitability[74].

Financial Performance - The company recorded an unaudited revenue of approximately HKD 22,500,000 for the six months ended September 30, 2024, representing an increase of about 16.4% compared to the same period last year[3]. - The profit attributable to the owners of the company for the same period was approximately HKD 24,800,000, primarily due to the reversal of impairment losses on trade receivables and loans under the expected credit loss model[3]. - Basic and diluted earnings per share for the six months ended September 30, 2024, were approximately HKD 1.13, compared to a basic loss per share of HKD 0.48 for the same period last year[3]. - The company reported a pre-tax profit of approximately HKD 27,466,616 for the six months ended September 30, 2024, compared to a pre-tax loss of HKD 9,626,544 for the same period last year[4]. - The company’s total comprehensive income for the period was approximately HKD 24,732,781, compared to a total comprehensive loss of HKD 11,629,714 for the same period last year[4]. - The company reported a net loss of HKD 10,666,937 for the six months ended September 30, 2024, compared to a net profit of HKD 24,786,049 for the same period in 2023[7]. - The total revenue from ongoing operations for the six months ended September 30, 2024, was HKD 22,541,160, an increase from HKD 19,372,695 in 2023, reflecting a growth of about 11%[13]. Assets and Liabilities - Total assets as of September 30, 2024, were approximately HKD 214,863,102, compared to HKD 200,588,652 as of March 31, 2024[5]. - Current liabilities amounted to approximately HKD 43,956,621 as of September 30, 2024, down from HKD 66,629,893 as of March 31, 2024[6]. - The net asset value of the company as of September 30, 2024, was approximately HKD 206,411,618, compared to HKD 181,678,837 as of March 31, 2024[6]. - The company reported a total asset value of HKD 251,432,371 as of September 30, 2024, with total liabilities amounting to HKD 45,020,753[20]. - As of September 30, 2024, the group's net current assets were approximately HKD 170.9 million, an increase from approximately HKD 134.0 million as of March 31, 2024[63]. - The current ratio as of September 30, 2024, was approximately 4.9 times, up from approximately 3.0 times as of March 31, 2024[63]. - The debt-to-equity ratio as of September 30, 2024, was approximately 2.2%, a significant decrease from approximately 15.6% as of March 31, 2024[63]. Cash Flow - The net cash generated from operating activities for the six months ended September 30, 2024, was HKD 15,489,209, compared to HKD 18,738,101 for the same period in 2023, representing a decrease of approximately 12%[8]. - The financing activities resulted in a net cash outflow of HKD 25,006,998 for the six months ended September 30, 2024, compared to HKD 15,739,093 in the previous year, indicating a significant increase in cash used for financing[8]. - The total cash and cash equivalents at the end of the period were HKD 1,022,509, a significant decrease from HKD 16,726,756 at the end of September 2023[8]. Revenue Sources - The company recorded a decrease in commission and brokerage fees from securities trading on the Stock Exchange, amounting to HKD 1,868,703, down from HKD 2,129,636 in the prior year, a decline of approximately 12%[13]. - Interest income from cash and margin clients was HKD 8,293,745 for the six months ended September 30, 2024, compared to HKD 6,329,984 in 2023, marking an increase of about 31%[13]. - The company reported interest income from loan financing of approximately HKD 8,300,000 for the six months ending September 30, 2024, unchanged from the same period in 2023[55]. - The company’s total income from other sources was HKD 18,437,998, contributing significantly to overall revenue[18]. Dividends - The company did not recommend the payment of an interim dividend for the six months ended September 30, 2024, consistent with the previous year[3]. - The company did not recommend any interim dividend for the six months ending September 30, 2024, consistent with the previous year[26]. Impairment and Credit Loss - The expected credit loss on trade receivables was HKD 4,563,578 for the six months ended September 30, 2024, indicating a significant impairment compared to the previous year[15]. - The impairment loss for trade receivables was HKD 4,563,577 for the six months ended September 30, 2024, compared to HKD 3,852,949 as of March 31, 2024[36]. - The impairment provision for receivables decreased to HKD 67,178,241 as of September 30, 2024, from HKD 79,842,250 as of March 31, 2024[38]. - The company maintained a robust credit quality with no significant changes in the credit risk profile of its clients[36]. Corporate Governance - The company has adopted a code of conduct for directors' securities transactions, ensuring compliance with the GEM Listing Rules[89]. - The company has adhered to all corporate governance code provisions during the six months ending September 30, 2024, with some deviations noted regarding the separation of roles between the chairman and CEO[90]. - The audit committee consists of three independent non-executive directors, ensuring oversight of the group's financial reporting and internal controls[96]. - The board is responsible for the overall internal control framework and acknowledges the necessity of risk management and internal control systems to protect shareholders' interests[95]. Future Plans - The group plans to expand its brokerage and underwriting businesses by broadening its customer base and enhancing its trading platform[69]. - The group aims to become a leading financial services group in Hong Kong and will continue to explore potential opportunities to enhance profitability[69].

Financial Performance - As of March 31, 2024, the total revenue and investment income recorded by the company was approximately HKD 37.4 million, representing an increase of about 17.8% compared to the previous fiscal year[7]. - The company reported a loss attributable to owners of approximately HKD 12.3 million for the fiscal year 2023 to 2024, a reduction of about 135.8%[7]. - The value of the company's investment portfolio as of March 31, 2024, was approximately HKD 16.1 million, down from approximately HKD 27.6 million in the previous fiscal year[7]. - The total revenue and investment income for the year amounted to approximately HKD 37,400,000, an increase of about 17.8% from approximately HKD 31,700,000 in 2023[11]. - Commission and brokerage fees from securities trading increased by 17.8% to approximately HKD 4,485,249, with total trading volume rising by 50.3% to approximately HKD 73,281,500,000[12]. - Interest income from margin clients reached approximately HKD 13,791,831, a 68.1% increase from approximately HKD 8,204,639 in the previous year[12]. - Interest income from loan clients decreased to approximately HKD 16,117,891, down 27.5% from HKD 22,235,828 in 2023[13]. - Placement and underwriting commissions surged by 143.8% to approximately HKD 2,050,753 from HKD 840,994 in the previous year[17]. Market Conditions - The Hong Kong IPO market saw a total fundraising amount of approximately HKD 46.294 billion in 2023, a decrease of about 57% compared to 2022, marking a new low in nearly 10 years[10]. - The first quarter of 2024 saw an IPO fundraising amount of approximately HKD 4.7 billion, a decrease of about 30% compared to the same period in 2023[10]. - The Hang Seng Index closed at 16,541 points on March 31, 2024, down approximately 18.9% from 20,400 points on March 31, 2023[10]. Business Strategy - The company aims to expand its customer base and enhance its trading platform despite economic uncertainties[8]. - The company plans to continue exploring new business opportunities to provide optimal returns to shareholders[8]. - The company aims to expand its client base by attracting customers affected by local brokerage closures and enhancing its trading platform[41]. - The company is committed to becoming a leading financial services group in Hong Kong by exploring new revenue sources to improve profitability[41]. Investment and Financial Management - The company maintains a balanced investment portfolio through stable income investments such as investment properties, listed securities, and debt instruments[7]. - The expected credit loss on receivables was approximately HKD 30,100,000, a decrease from HKD 33,900,000 in the previous year[15]. - The total amount of loans classified as Stage 3 was approximately HKD 28,000,000, an increase from HKD 26,200,000 in 2023, due to borrowers failing to respond to legal collection letters[22]. - Cash and bank balances as of March 31, 2024, were approximately HKD 8,600,000, a decrease of about 47.8% from HKD 16,500,000 in 2023[25]. - The net current assets decreased from approximately HKD 145,500,000 in 2023 to about HKD 134,000,000 in 2024, a reduction of approximately 7.9%[25]. - The debt-to-equity ratio as of March 31, 2024, was approximately 15.6%, compared to 14.8% in 2023[25]. Corporate Governance - The board of directors is responsible for formulating strategies and overseeing performance, ensuring sound corporate governance practices[46]. - The company has adopted a code of conduct for directors' securities trading, confirming compliance with relevant regulations throughout the fiscal year[47]. - All independent non-executive directors have confirmed their independence according to GEM listing rules, ensuring compliance with governance standards[53]. - The board has established procedures to ensure that directors can seek independent professional advice when necessary[55]. - The board meets regularly, with all directors attending all meetings held during the year[54]. - The audit committee includes three independent non-executive directors, with the chairman possessing appropriate professional qualifications and experience in financial matters[64]. Environmental, Social, and Governance (ESG) Initiatives - The company has established an ESG working group comprising senior management and external advisors to enhance ESG awareness across the organization[89]. - The company is committed to disclosing significant ESG matters transparently, adhering to principles of materiality and consistency[85]. - The total greenhouse gas emissions recorded for the year were 35,823 kg CO2 equivalent for Scope 2 and 463.3 kg CO2 equivalent for Scope 3, a decrease from 55,881.72 kg and 1,197.60 kg respectively in the previous year[96]. - The company has implemented multiple waste reduction measures, resulting in negligible amounts of non-hazardous waste generated during operations[97]. - The company has complied with all relevant environmental laws and regulations, including those related to gas and greenhouse gas emissions[98]. Employee and Workplace Policies - The overall employee turnover rate for the year was 6.7%, down from 7% in the previous year, indicating a healthy and normal turnover rate[118]. - The company recorded zero work-related injury cases over the past three years, resulting in no lost workdays, demonstrating a strong commitment to workplace safety[119]. - The company has implemented a series of occupational safety measures and maintains a clean and environmentally friendly work environment[120]. - The company is committed to providing competitive compensation and benefits, including mandatory contributions to a provident fund for eligible employees[116]. - The company has a non-discrimination policy applicable to all employment activities, ensuring equal treatment regardless of race, gender, or other factors[114]. Compliance and Risk Management - The group has established a whistleblowing policy to detect fraud and corruption risks, encouraging employees and stakeholders to report any suspicious activities[137]. - The group’s compliance with relevant laws and regulations includes adherence to the Prevention of Bribery Ordinance and the Anti-Money Laundering and Counter-Terrorist Financing Ordinance[136]. - The management has significantly reduced the credit risk associated with accounts receivable by implementing credit limits and monitoring procedures[37]. Shareholder Information - The group’s distributable reserves as of March 31, 2024, amount to approximately HKD 159.7 million, which includes a share premium of about HKD 130.9 million[154]. - The group does not recommend any dividend payment for the current year, consistent with the previous year[149]. - Major shareholders include Zillion Profit Limited and Ms. Au Shuk Ming, each holding 1,500,000,000 shares, which accounts for 68.18% of the total issued shares[189].

Financial Performance - The group reported a diluted loss per share of HKD 0.56 for the year ended March 31, 2024, compared to HKD 0.25 in 2023, indicating an increase in losses[31]. - The company reported a total comprehensive loss of HKD 12,257,049 for the year ended March 31, 2023, compared to a loss of HKD 5,557,338 in the previous year, indicating a significant increase in losses[34]. - The company’s total comprehensive loss for the year ended March 31, 2024, is projected to be HKD 13,371,976, reflecting ongoing challenges in the market[34]. - The loss attributable to the company's owners for the year ending March 31, 2024, is approximately HKD 12,300,000, compared to HKD 5,600,000 for the year ending March 31, 2023[53]. - The company recorded a net loss attributable to shareholders of HKD 12,257,049 for the year ending March 31, 2024, compared to a loss of HKD 5,557,338 in 2023[127]. Revenue and Income - Revenue from commission and brokerage fees for securities trading on the Stock Exchange amounted to HKD 4,485,249, up from HKD 3,807,725 in the previous year, reflecting a growth of approximately 17.8%[49]. - The company generated total income of HKD 40,516,830, representing an increase from HKD 37,971,113 in the previous year, which is an increase of approximately 4.3%[49]. - The group's total revenue and investment income for the year amounted to approximately HKD 37,400,000, an increase of about 17.8% compared to HKD 31,700,000 for the year ending March 31, 2023[53]. - Commission income from placement and underwriting increased by approximately 143.8% from HKD 840,994 to HKD 2,050,753[174]. - Interest income from margin clients increased to HKD 13,791,831, a rise of 68.5% compared to HKD 8,204,639 in the prior year[49]. Assets and Liabilities - The group's total assets decreased to HKD 182,712,587 as of March 31, 2024, down from HKD 198,131,781 in 2023, representing a decline of approximately 7.4%[33]. - The group’s net assets decreased to HKD 181,678,837 as of March 31, 2024, down from HKD 195,365,266 in 2023, reflecting a decline of approximately 7%[33]. - The company’s total liabilities amounted to HKD 105,848,801 for the year ending March 31, 2024, compared to HKD 72,776,070 in the previous year[113]. - The group’s secured loans totaled HKD 70,980,572 as of March 31, 2024, down from HKD 95,769,725 in 2023, indicating a reduction of approximately 26%[14]. - The total amount of trade payables for securities trading decreased from HKD 64,015,324 to HKD 28,141,118[159]. Impairment and Credit Losses - The expected credit loss model resulted in impairment losses of HKD 881,977 for the year, an increase from HKD 618,935 in the previous year[23]. - The group recorded a goodwill impairment loss of HKD 30,526,810 in 2024, compared to HKD 17,577,504 in 2023[23]. - The expected credit loss on trade receivables for 2024 is HKD 3,852,949, compared to HKD 202,431 in 2023[73]. - The expected credit loss on loans receivable for 2024 is HKD 30,096,209, compared to HKD 33,849,805 in 2023[73]. - The total receivables impairment loss for the year was HKD 30,096,209, compared to HKD 33,849,805 in the previous year, indicating a decrease of approximately 8.2%[158]. Expenses - The group’s administrative expenses increased to HKD 17,540,267 in 2024 from HKD 16,217,755 in 2023, indicating a rise of about 8.1%[23]. - The pre-tax loss for the year was HKD 11,053,072, reflecting an increase in administrative expenses and financing costs[76]. - The company’s financing costs amounted to HKD 1,223,892, contributing to the overall financial strain[76]. - Administrative expenses for the year were approximately HKD 17,500,000, an increase of about 8.2% from HKD 16,200,000 in the previous year[197]. Market Conditions - The company continues to face high market volatility risks associated with trading on the GEM, which may affect liquidity and trading volume[52]. - The Hong Kong IPO market saw a total fundraising amount of approximately HKD 46.294 billion in 2023, a decline of about 57% compared to 2022[146]. - The Hang Seng Index dropped to 16,541 points as of March 31, 2024, down approximately 18.9% from 20,400 points a year earlier[146]. Client and Borrower Information - The number of clients increased to 29 in 2024, up from 24 in 2023, with personal clients rising from 15 to 18 and corporate clients from 9 to 11[151]. - The company had a significant customer contributing approximately 11.5% of total revenue for the year ending March 31, 2024, up from 10.6% in the previous year[119]. - The company had a total of 29 borrowers as of March 31, 2024, compared to 24 borrowers in the previous year[170]. - The maximum borrower accounted for approximately 36.8% of the total loan portfolio, an increase from 25.1% in the previous year[172].

Financial Performance - For the six months ended September 30, 2023, the company recorded an unaudited revenue of approximately HKD 19,400,000, a decrease of about 16.9% compared to the same period last year[4]. - The company reported an unaudited loss attributable to owners of approximately HKD 10,700,000 for the six months ended September 30, 2023, primarily due to expected credit loss impairment on receivables[4]. - Basic and diluted loss per share for the six months ended September 30, 2023, was approximately HKD 0.48, compared to a basic earnings per share of HKD 0.80 for the same period last year[4]. - The company experienced a loss of HKD 10,666,937 during the period, compared to a profit of HKD 17,559,307 in the same period last year[9]. - The company reported a net loss of HKD 10,666,937,000 for the six months ended September 30, 2023, compared to a net profit of HKD 17,559,307,000 for the same period in 2022[27]. - For the six months ended September 30, 2023, the total income from various sources was HKD 211,233,000, a decrease of 83.9% compared to HKD 1,314,983,000 for the same period in 2022[21]. Dividends and Equity - The board of directors did not recommend the payment of an interim dividend for the six months ended September 30, 2023, consistent with the previous year[4]. - The company did not declare any dividends during the period, maintaining a focus on cash preservation amid challenging market conditions[9]. - The company’s total equity attributable to owners decreased to HKD 183,735,552 as of September 30, 2023, down from HKD 201,078,197 a year earlier[9]. Assets and Liabilities - Total assets as of September 30, 2023, amounted to HKD 240,354,871, compared to HKD 248,588,536 as of March 31, 2023[6]. - Current liabilities decreased to HKD 98,378,414 as of September 30, 2023, from HKD 103,082,286 as of March 31, 2023[8]. - The company’s net asset value as of September 30, 2023, was HKD 183,735,552, down from HKD 195,365,266 as of March 31, 2023[8]. - Total liabilities as of September 30, 2023, were HKD 98,886,804,000, an increase from HKD 82,338,489,000 as of September 30, 2022[29]. Cash Flow - The company reported a net cash inflow from operating activities of HKD 18,738,101 for the six months ended September 30, 2023, compared to a cash outflow of HKD 37,459,774 in the same period last year[11]. - The company generated a net cash inflow from investing activities of HKD 7,226,063, compared to a cash outflow of HKD 5,862,834 in the previous year[11]. - The company’s financing activities resulted in a net cash outflow of HKD 15,739,093, contrasting with a net inflow of HKD 17,894,702 in the previous year[11]. Credit Loss and Impairment - The company reported a significant impairment loss of HKD 17,171,270 under the expected credit loss model for the six months ended September 30, 2023[5]. - The expected credit loss under the impairment model for loans receivable was HKD (17,208,270,000) for the six months ended September 30, 2023, with no such loss reported in the same period of 2022[22]. - The provision for expected credit losses on receivables increased to HKD 17,208,270 from HKD 33,849,805, indicating a reduction of 49.2%[54]. Revenue Sources - Total revenue from continuing operations for the six months ended September 30, 2023, was HKD 19,372,695, a decrease of 17.5% from HKD 23,300,745 in the previous year[19]. - The company reported a significant increase in interest income from cash and margin clients, totaling HKD 6,329,984 for the six months ended September 30, 2023, compared to HKD 3,808,645 in the previous year[19]. - The company’s commission and brokerage fees from securities trading on the exchange amounted to HKD 2,129,636 for the six months ended September 30, 2023, slightly up from HKD 2,049,741 in the previous year[19]. Operational Highlights - The company plans to continue expanding its client base and enhancing its trading platform to develop its brokerage and underwriting businesses[91]. - The company aims to become a leading financial services group in Hong Kong and will actively seek investment opportunities to enhance profitability[91]. - The company has established credit policies and continuously monitors credit risk to mitigate potential losses from receivables[92]. Corporate Governance - The company has adopted a code of conduct for securities trading by directors, ensuring compliance with GEM listing rules during the six months ending September 30, 2023[113]. - The company has adhered to all corporate governance code provisions as per GEM listing rules, with a noted deviation regarding the separation of roles between the chairman and CEO[114]. - The board is responsible for the overall internal control framework and acknowledges the necessity of risk management and internal control systems[119].

Financial Performance - For the three months ended June 30, 2023, the company recorded an unaudited revenue of approximately HKD 9,900,000, a decrease of about 13.9% compared to HKD 11,500,000 for the same period in 2022[4] - The unaudited profit attributable to owners of the company for the same period was approximately HKD 4,100,000, compared to HKD 3,900,000 in the previous year[4] - Basic and diluted earnings per share for the period were approximately HKD 0.19, up from HKD 0.18 for the same period in 2022[4] - The company reported a pre-tax profit of HKD 4,819,211, compared to HKD 5,167,037 in the prior year[5] - The total comprehensive income attributable to owners for the period was HKD 4,369,985, compared to HKD 3,275,228 in the same period last year[5] - The company's profit attributable to owners for the three months ended June 30, 2023, was HKD 4,083,982, compared to HKD 3,866,789 for the same period in 2022, reflecting an increase of approximately 5.6%[19] - The company recorded a profit attributable to owners of approximately HKD 4,100,000 for the three months ended June 30, 2023, compared to HKD 3,900,000 for the same period in 2022, representing an increase of about 5.13%[30] - Earnings per share for the three months ended June 30, 2023, was approximately HKD 0.19, up from HKD 0.18 for the same period in 2022, indicating a growth of 5.56%[30] Expenses and Losses - Administrative expenses increased to HKD 4,613,990 from HKD 3,904,613 year-on-year[5] - The net loss from financial assets measured at fair value through profit or loss was HKD 693,996, compared to a loss of HKD 6,700,068 in the previous year[5] - Total operating expenses increased by approximately 18.2% to HKD 4,600,000 from HKD 3,900,000 in the same period last year[29] - The company’s interest income from loans and financing activities was approximately HKD 4,100,000, down from HKD 7,400,000 in the same period last year[26] - The administrative expenses increased due to higher trading volumes, impacting costs related to central clearing system fees and commission payments[29] Revenue Sources - The total revenue and investment income for the three months ended June 30, 2023, was approximately HKD 9,800,000, an increase of about 6.1% or HKD 600,000 compared to approximately HKD 9,200,000 for the same period in 2022[23] - Commission and brokerage fees from securities trading amounted to approximately HKD 1,000,538, a decrease of about 20.5% from HKD 1,258,602 in the same period last year[13] - Interest income from cash and margin clients increased by approximately 75.1% to HKD 3,339,545 from HKD 1,907,413 year-on-year[24] - The total trading volume for securities transactions increased by approximately 8.0% to HKD 18,224,000,000 from HKD 16,878,600,000 year-on-year[24] Equity and Shareholder Information - The company’s total equity as of June 30, 2023, was HKD 199,612,709, a decrease from HKD 201,078,195 a year earlier[6] - Major shareholder Zillion Profit Limited holds 1,500,000,000 shares, representing 68.18% of the company's total issued share capital[46] - The total number of options granted but not exercised under the previous share option plan was 80,000,000 shares, all of which were canceled as of June 30, 2023[39] - As of June 30, 2023, the company has not granted any unexercised share options to directors, totaling 60,000,000 options that were not exercised during the period[44] Corporate Governance - The company has established an audit committee to review and supervise its financial reporting procedures and internal controls, consisting of three independent non-executive directors[56] - The company has complied with all corporate governance code provisions as per GEM Listing Rules, with a noted deviation regarding the separation of roles between the chairman and the CEO[52] - The company has not established a chairman position, with daily operations managed by the CEO and executive directors[53] - No competitive business interests were reported by directors or major shareholders that could conflict with the company's operations during the three months ending June 30, 2023[49] - The company has confirmed that all directors adhered to the prescribed trading rules during the three months ending June 30, 2023[51] - The company plans to elect a new chairman when appropriate[54] - The company has not disclosed any other individuals with significant interests in its shares or related securities as of June 30, 2023[47] Business Strategy and Outlook - The company continues to focus on its core business of providing securities, futures, and options brokerage services, as well as margin and loan financing services[9] - The group has no major investment or acquisition plans as of June 30, 2023, but will actively seek investment opportunities to enhance profitability[31] - The outlook suggests that the peak of the U.S. interest rate cycle is favorable for the development of the Hong Kong property and stock markets, despite global economic challenges expected in 2023[32] - The company aims to expand its client base and strengthen its trading platform to develop its brokerage and underwriting businesses[32] - The company is committed to exploring potential business opportunities to generate new revenue sources and further enhance profitability[34] - The company will continue to expand its margin and loan financing business as well as its securities advisory services to meet customer needs[32] Share Option Plan - The new share option plan allows for the grant of options up to a total of 220,000,000 shares, which is equivalent to 10% of the total shares in issue as of June 30, 2023[35] - The fair value of the options granted under the new share option plan was calculated to be HKD 8,275,000 based on various assumptions including a volatility of 55.019% and a risk-free rate of 2.106%[41] Dividend Policy - The board of directors did not recommend the payment of an interim dividend for the three months ended June 30, 2023, consistent with the previous year[4] - The company did not recommend the distribution of an interim dividend for the three months ended June 30, 2023[17] Securities Transactions - No purchases, sales, or redemptions of the company's listed securities occurred during the three months ending June 30, 2023[48]